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Participant Terms of Use

Introduction

PLEASE READ THESE PARTICIPANT TERMS OF USE CAREFULLY. BY CLICKING “I AGREE,” YOU, THE PARTICIPANT, ACKNOWLEDGE YOU HAVE READ THIS TERMS OF USE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.

Please read these terms carefully before using the services offered by Talent Insights. By using any of the Talent Insights websites at talentinsights.com or other features, services, products, or applications offered by Talent Insights (collectively the Service) you agree to be bound by these terms of use (“Terms”).

Definitions

The terms below have the following meanings whenever used in this Agreement.

Customer Data refers to data in electronic form submitted or collected through the Service by or from Customer, including without limitation by Customer’s Users and Participants.

Free Trial refers to no-charge use of the Service for purchase consideration only.

Order refers to Customer’s order for the Service (a) submitted via the Service online ordering system, email from Customer, phone call from Customer or otherwise, and (b) accepted by Talent Insights, as recorded the Service’s computer systems.

Service refers to the Talent Insights web-based pre-employment testing and employee management subscription products and services provided including customer service and technical support. The Service may change such features from time to time, in its sole discretion.

Assessments and Content means any and all content that is available through Portal account of the Service.

Participant means an individual who uses the Service to take the assessments at Customer’s direction or request, including without limitation job applicants, and Employees or an individual that uses the Service to take the MAP assessments for their personal use.

User means any individual, employee, or other agent who uses the Service on Customer’s behalf.

Consent

In your use of the Service, you shall not aid or allow anyone to take any tests or surveys for you or through your account.

Age of Consent. By using this site, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

Assessment Consent. By completing these assessments, you the participant are agreeing to allow Talent Insights to release your results to the purchaser of your MAP (i.e. your employer, organization, or other purchaser). When participating in a Team MAP, you are authorizing your results to be released to your employer and other members of your team.

Additionally, completion of these assessments signifies your consent to receiving emails about our services, new products and other updates. These emails will include an unsubscribe link allowing you to opt out of future communication at any time.

We may disclose your personal information if we are required by law to do so or if you violate our Terms of Service.

Interview Consent. Talent Insights representatives are interviewing MAP Pro and/or Team MAP (including any past or future interview products offered by Talent Insights) participants for the purpose of gathering information regarding the participant’s personal experience and preferences as they relate to job duties, workplace requirement, and MAP assessment results. The participant understands and agrees that the recorded interview will be released to the purchaser of the assessment along with the Executive Report.

Use of Information

You agree to comply with Talent Insight’s Acceptable Use Policy (AUP), currently posted on the Talent Insights Portal.

You acknowledge and agree the Service is governed by Talent Insights’ privacy policy (the “Privacy Policy”). Talent Insights will only use any personal information you provide in connection with your use of the Service in accordance with the terms of the Privacy Policy. By accessing or using the Service you consent to Talent Insights’ collection, use, and storage of your information as outlined in the Privacy Policy. You further agree that Talent Insights may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to data provided by you, Talent Insights’ customers, and other users of the Service with personally identifiable information removed.)

Confidential Information

Confidential Information shall include certain information disclosed by Talent Insights to you, including but not limited to assessment and survey questions. You agree that you will not: (a) disclose to any third party any assessment or survey questions, answers, or other content (collectively, “Assessment Content”) or any other non-public information about the Service; (b) copy or retain Assessment Content or other nonpublic information about the Service, including without limitation through screen captures, photographs, printouts, or transcription.

You understand and agree that Assessment Content and other non-public information about the Service is protected by copyright and other laws and includes Talent Insights’ trade secrets, and that unauthorized distribution, disclosure, or other use would (without limitation) (a) violate copyright, trade secret, and other laws, in addition to breaching this Terms of Use, (b) reduce or destroy Assessment Content’s validity, usefulness, and value, (c) cause Talent Insight’s substantial damage and irreparable injury for which monetary relief would not provide adequate compensation, and (d) subject you to potential legal liability.

Limitations, Exclusions, Exceptions and Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TALENT INSIGHTS, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS, AND SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICE AND RELATED MATERIALS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

NEITHER TALENT INSIGHTS NOR ITS SUPPLIERS IS RESPONSIBLE OR LIABLE FOR ANY OF THE FOLLOWING ARISING OUT OF OR RELATED TO THIS ToS OR YOUR USE OF THE SERVICE: (a) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR (b) DAMAGES OF ANY KIND IN EXCESS OF $1,000. THE LIABILITIES LIMITED BY THE PRECEDING SENTENCE APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF TALENT INSIGHTS IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 6, Talent Insights’ liability will be limited to the maximum extent permissible.

You recognize and agree that Talent Insights is not responsible or liable for any act of the Employer, including without limitation (a) any wrongful termination, discrimination in hiring, or other wrongdoing related to employment; (b) any Employer violation of applicable law, including without limitation, federal, state, and local employment and anti-discrimination laws and regulations; and (c) any Employer failure to protect your name, address, email address, other private or personally identifiable information, assessment or survey answers, or any other information about you (collectively, “Participant Data”). You recognize and agree that Talent Insights has no control over the Employer’s use of your Participant Data and that you should address issues related to such use with the Employer. In the event you have a disability for which you require reasonable accommodations for employment testing under applicable law, it is your responsibility to promptly notify the Employer, individual or other organization that has asked you to use the Service to request such accommodations and to send a copy of such notification to Talent Insights via email to support@talentinsights.com, Subject: Accommodations Request.

You understand and agree that regardless of assessment items or questions, the Assessments are not “Psychological Tests.” They are not being administered by a mental health professional, in a medical setting, for the purpose of providing a diagnosis for any mental or medical condition, and they are not designed or intended to be used as such.

You understand and agree that assessment results and reports are generated from your responses as the Participant to the assessment questions. The accuracy of those results is dependent on the Participant’s awareness and willingness to be honest about personal preferences, interests, and typical behavioral responses. Note that all assessments have been professionally developed and validated.

Note, the Personal and/or Executive MAP Reports should not be depended upon as the sole means of evaluating any candidate for any position within an organization. Such a decision should also take into consideration information received from the personal interview, background history, knowledge, skills and reference checks. The Talent Insights instrument is a tool which should be used in conjunction with other established hiring or management procedures.

Furthermore, the assessments utilized in the Talent Insights MAP process are not skill- or aptitude-based. Therefore, your participation also acknowledges that Talent Insights is not making recommendations based on the possession or lack of correlating skills or aptitudes deemed necessary for a specific position within an organization. Additionally, the MAP Indicator bar located in MAP Pro Executive Report simply illustrates how the participant’s natural internal wiring is likely to work for or against them in the opportunity being considered but does not indicate the presence or absence of other necessary skills required for a particular role.

Talent Insights representatives are trained to speak to a participant’s basic personal traits. No one can say for sure how a unique person will respond in any given situation, succeed or struggle in a particular role and/or career, or otherwise be guaranteed success/failure.

Therefore, it is understood that each participant and/or management team is solely responsible for acting on or rejecting any recommendations presented in the reports, interviews or consultations. Talent Insights, its staff, and/or representatives cannot be held liable for any losses, claims, damages, awards, penalties or injuries incurred as a result of any information presented, not presented or conjured as a result of the reports, interviews, or consultations.

Under no circumstances–including, but not limited to, negligence–shall Talent Insights, its staff, and/or representatives be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use, Talent Insights services, third-party materials, or products made available through this purchase.

This Agreement shall be governed solely by the internal laws of the State of Texas without reference to any principle of conflicts of law that would apply the substantive laws of another jurisdiction to the parties’ rights or duties. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Fort Worth, TX.

Talent Insights may revise the Privacy Policy, the AUP, and the terms of this Terms of Use at any time by posting new versions thereof.

Customer Terms of Use

Introduction

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

Please read these terms carefully before using the services offered by Talent Insights. By using the any of the Talent Insights websites at talentinsights.com or other features, services, products, or applications offered by Talent Insights (collectively the Service) you agree to be bound by these terms of use.

These Terms and Conditions of Use constitute an agreement by and between Talent Insights, a Texas corporation and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“Customer”). This Agreement is effective as of the date (the “Effective Date”) Customer purchases or uses these services.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON EXECUTING ON BEHALF OF EACH HAS BEEN AUTHORIZED TO DO SO.

Service in General

Talent Insights will provide the Service to Customer according to Provider’s then-current standard policies and procedures.

Free Trials. Customer is limited to a single 14-day access to the Free Trial. Talent Insights may discontinue a Free Trial at any time and for any reason without notice.

Use of Information. With the exception of Participant’s personally identifiable information, which may only be used by Provider in accordance with Participant Information below, Talent Insights has the right to use, distribute, publicize, sell, and otherwise exploit all test results and other data input into or otherwise collected through the Service.

Data Management. Talent Insights shall use reasonable commercial efforts to retain all Customer Data. Notwithstanding the foregoing, (a) Provider shall have no liability for erased or otherwise lost Customer Data, including for any damages resulting directly or indirectly from such loss; and (b) Talent Insights may permanently erase Customer Data if Customer’s account is delinquent or suspended for 30 days or more, or terminated.

Communications. Customer will make certain that both the “Bill To” and “Ordered By” e-mail contact information provided to the Service are accurate because the Service sends automated invoices and emails using this contact information.

Pricing & Payment

Customer will pay Talent Insights the applicable fees set forth in the Order. All payments will be paid in full, in U.S. dollars.

Start of Fees. At any time before, during, or after the Free Trial period, upon acceptance of Customer’s order (creating the Order) Talent Insights may invoice Customer for fees.

Information Accuracy. Customer will provide Talent Insights with complete and accurate information regarding its number of Employees, as well as complete and accurate billing and contact information.

Refunds/Cancellations. The Order is eligible for cancellation and refund of any remaining fees at any time. To request a refund, call 1.877.450.8590 or email support@talentinsights.com. Refunds will be processed within 30 days of the original request.

Credit Cards. Talent Insights represents that it uses a third-party payment gateway processor for its credit card processing and that such third party has asserted that it is compliant with the Payment Card Industry Data Security Standard (PCI DSS). Talent Insights is not required to store Customer’s credit card numbers. If Customer attempts to pay with a credit card and payment is declined or there is an account balance due, Talent Insights may have the credit card processor charge the card again.

Customer’s Responsibilities & Restrictions

Users. Customer is responsible and liable for Users’ use of the Service, including without limitation any User conduct that would violate the Acceptable Use Policy (AUP) or the requirements of this Agreement applicable to Customer.

Content Rights. Customer will not reproduce, distribute, or disclose to third parties assessments or answers provided through the Service. Customer acknowledges and agrees that assessments and other content in the Service are protected by copyright and other laws and are Talent Insights trade secrets and Confidential Information (as defined below in the Confidential Information section) and that unauthorized distribution, disclosure, or other use would reduce or destroy their validity, usefulness, and value and cause Talent Insights substantial damage.

Hiring and Management Practices. Customer acknowledges and agrees that: (a) assessment results and/or scores should be only one element of a comprehensive applicant or management evaluation process; (b) Customer should become familiar with the Uniform Guidelines on Employee Selection Procedures (“UGESP”) issued by the U.S. Equal Employment Opportunity Commission (“EEOC”) to help avoid cultural bias and unfair discrimination and to make certain that only job-related selection techniques will be used in hiring job applicants; (d) Customer, and not Talent Insights, is responsible for making reasonable testing accommodations for Users as required by applicable law, including, without limitation, the Americans with Disabilities Act of 1990 and any relevant EEOC regulations. Customer recognizes and agrees that: (i) Talent Insights has no role in determining, or control over, the legality, quality, or propriety of Customer’s hiring or management practices; (ii) the Service does not contain psychological or medical tests and are not intended to be used as such (iii) the subject matter above is solely in Customer’s control, and Customer is solely responsible and liable for such subject-matter. PROVIDER SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR CLAIMS OR LOSSES ARISING OUT OF OR RELATED TO CUSTOMER’S HIRING PRACTICES, or the use of information gained from the use of these services INCLUDING WITHOUT LIMITATION CUSTOMER’S BREACH OF THIS SECTION.

Data Accuracy. Customer assumes sole responsibility for the accuracy of data uploaded to the Service by Users, and Provider shall have no responsibility or liability for the accuracy of such data.

Unauthorized Access. Customer agrees to take reasonable steps to prevent unauthorized access to the Service, including without limitation by protecting its log-in passwords and other information. Customer agrees to notify Talent Insights immediately of any known or suspected unauthorized use of or access to the Service and will use best efforts to stop said breach or access.

Technology Restrictions. Customer will not:

license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Service or its content available to any third party without Provider’s express written consent; modify or make derivative works based upon the Service or its content; share non-public Service features or content with any third party; or access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics, or to copy any ideas, features, functions, graphics, or source code of the Service;

use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates third party privacy rights; or

(c) interfere with or disrupt the integrity or performance of the Service or the data contained therein.

Risks Related to Participants. Customer recognizes and agrees that: (a) Talent Insights has no control over or the truth or accuracy of information provided by Participants through the Service, Participants’ integrity in completing assessments provided through the Service or otherwise, or Participants’ ability to perform any job responsibility.

Confidential Information

Confidential Information Defined. “Confidential Information” is: (a) the tests, related testing materials, and other content provided through the Service; (b) any pricing or non-standard terms that Talent Insight’s has offered; (c) business and marketing plans, technology and technical information, product plans and designs, and business processes; and (d) any other information Talent Insights provides to Customer and either marks “Confidential” or orally designates as “Confidential.” Customer’s “Confidential Information” refers to (e) Customer’s non-public hiring plans. Customer may propose additional Confidential Information by providing a non-confidential written summary thereof, and such information will be Customer’s Confidential Information if Provider accepts in writing such proposed disclosure. Except as set forth in Subsection 5.1(e) above, Customer information disclosed without a summary and acceptance pursuant to the preceding sentence is not Customer’s Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information: (i) in the receiving party’s (“Recipient’s”) possession at the time of original disclosure, without obligation of confidentiality; (ii) independently developed by Recipient without use of or reference to the disclosing party’s (“Discloser’s”) Confidential information; or (iii) that becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction.

Nondisclosure Obligations. Recipient will not use Discloser’s Confidential Information for any purpose other than to facilitate use and provision of the Service as provided herein. Except as specifically authorized in writing in advance by Discloser and as set forth in the next sentence, Recipient shall not disclose Discloser’s Confidential Information to any third party and shall take precautions to prevent unauthorized release, consistent with the precautions it takes to prevent release of its own confidential information of similar nature, but not less than reasonable precautions. Recipient may disclose Discloser’s Confidential Information to its Employees who need to know in order to facilitate the purpose of disclosure, provided each such Employee is subject to a reasonable non-disclosure agreement with Recipient. However, Recipient may disclose Discloser’s Confidential Information as required by applicable law or by proper legal or governmental authority, provided it gives Discloser advanced written notice reasonably sufficient to obtain a protective order or otherwise to contest such required disclosure and reasonably cooperates in any such effort. Recipient shall promptly notify Discloser in writing of any known misuse or misappropriation of Discloser’s Confidential Information. Upon termination of this Agreement or upon Discloser’s written request, Recipient shall return Discloser’s Confidential Information and certify, in writing, the destruction of any copies thereof.

Content & Intellectual Property

Provider Content. Customer recognizes, acknowledges, and agrees that: (a) all content on the Service, including but not limited to tests and test items, are the property of Provider or its licensors and are protected by copyright, trademark, trade secret, and other intellectual property laws, provided the foregoing does not apply to Customer Data, Assessments or Content; and (b) Customer does not acquire any right, title, or interest in or to any such content.

Customer Content. Provider is hereby authorized to use Customer Data to provide the Service to Customer.

Participant Information. Subject to the terms of Talent Insights’ Privacy Policy (as defined below in the Privacy Policy), Customer agrees that Talent Insights has the right to use Participant’s personally identifiable information solely for the purposes of providing the Service to Customer; updates regarding new features, updated Service offerings, updated terms and marketing from Talent Insights. We will not sell, use or release participant information to third parties for marketing purposes.

Aggregate & Anonymized Data. Notwithstanding any terms to the contrary in this Agreement, Provider may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users.)

Ownership of the Service. Talent Insight’s retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service (other than Customer’s logos as applicable), and this Agreement does not grant Customer any intellectual property rights in or to the Service or any of its components. Without limiting the generality of the foregoing, this Agreement does not grant Customer a software or trademark license.

Representations & Warranties

From Customer. Customer represents and warrants that: (a) it has accurately identified itself, it has not provided any inaccurate information about itself to or through the Service, and it will update all such information to maintain accuracy; (b) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law; (d) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; (e) no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (f) its use of the Service is in compliance with all applicable laws and regulations, including without limitation, federal, state and local employment and anti-discrimination laws; (g) the Content does not and will not include any Protected Health Information, as defined by HIPAA; and (h) it will comply with all applicable laws if it seeks and/or obtains a consumer report, investigative consumer report, or other background report on any User, and Customer recognizes and agrees that Talent Insights is not a consumer reporting agency, and to the limited extent Provider may assist it to obtain any such report, Provider does so only as its agent and not for any purpose of Provider..

As Is. Customer understands and agrees that neither the Provider nor any participant in the Service provides professional advice. THE SERVICE IS PROVIDED “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS, AND SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICE AND RELATED MATERIALS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

Additional Disclaimers. WITHOUT LIMITING THE GENERALITY OF THE PROVISIONS OF SECTION 9.2 ABOVE: (a) PROVIDER DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, OR QUALITY OF ANY CONTENT IN THE SERVICE; (b) PROVIDER DOES NOT WARRANT THAT THE SERVICE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS; (c) PROVIDER IS NOT RESPONSIBLE OR LIABLE FOR CUSTOMER’S MISUSE OR UNAUTHORIZED USE OF THE SERVICE; (d) PROVIDER IS NOT LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON OR LINKED FROM THE SERVICE; (e) IN THE EVENT THAT, AT CUSTOMER’S REQUEST, THE SERVICE SHALL HAVE BEEN SUCCESSFULLY INTEGRATED WITH AN APPLICANT TRACKING SYSTEM OR ANY OTHER THIRD-PARTY OR PROPRIETARY SYSTEM (“ATS”), PROVIDER SHALL NOT BE LIABLE FOR ANY FAILURES OR PROBLEMS CAUSED BY, OR BELIEVED TO BE CAUSED BY, SAID ATS OR RESULTING FROM CHANGES WITHIN SAID ATS; AND (f) CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT IT BEARS ALL RISKS ASSOCIATED WITH USING OR RELYING ON CONTENT PROVIDED THROUGH THE SERVICE.

Indemnification

Customer shall defend, indemnify, and hold harmless Talent Insights (including its officers, directors, Employees, agents, contractors, representatives, suppliers, subsidiaries, parents, affiliated companies, and insurers) from any Indemnified Claim. An “Indemnified Claim” is a third-party claim, suit, or proceeding arising out or related to Customer’s alleged or actual use of, misuse of, or failure to use the Service. Indemnified Claims include, without limitation: (a) claims by Users, including without limitation claims alleging wrongful termination, discrimination in hiring, violation of any rights relating to Customer-initiated background checks (including without limitation any claims under the federal Fair Credit Reporting Act and any similar state and local laws), or other wrongdoing related to employment; (b) claims alleging breach of Customer’s obligations under Section 4.3; (c) claims alleging that TestMaker Tests, TestMaker Content, or other Customer-provided materials used with the Service infringe or violate intellectual property or privacy rights or defame or libel any person or entity; (d) claims alleging failures of the Service, including failures of the Service Obligation (as defined in Section 6.1), security breaches, and faults in the Service leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to Customer, to a User, or to other third parties); and (e) claims arising from Provider’s alleged or actual negligence. Customer’s obligations set forth in this Article 10 include, without limitation, payment of losses, damages, judgments, settlements, attorneys’ fees, and other expenses and costs. Without limiting Provider’s rights or remedies, Provider will have the right to refuse any settlement that restricts its rights granted under this Agreement, requires an admission of wrongdoing or liability, or subjects it to any ongoing obligations.

Limitation of Liability

TALENT INSIGHTS SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY OF THE FOLLOWING ARISING OUT OF OR RELATED TO THIS AGREEMENT: (a) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR (b) DAMAGES OF ANY KIND IN EXCESS OF THE FEES PAID BY CUSTOMER FOR THE SERVICE DURING THE 12-MONTH PERIOD PRECEDING THE INJURY GIVING RISE TO THE CLAIM. THE LIABILITIES LIMITED BY THE PRECEDING SENTENCE APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 11, Provider’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Provider’s liability limits and other rights set forth in this Article 11 apply likewise to Provider’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

Term & Termination

The Agreements will continue to apply until terminated by either you or Talent Insights. However, Talent Insights may terminate the Agreements or suspend your access to the Talent Insights Services at any time, including in the event of your actual or suspected unauthorized use of the Talent Insights Service and/or Content, or noncompliance with the Agreements. If you or Talent Insights terminate the Agreements, or if Talent Insights suspends your access to the Service, you agree that Talent Insights shall have no liability or responsibility to you and Talent Insights will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to terminate your Talent Insights account, please email us at support@talentinsights.com Subject: Terminate Service. This section will be enforced to the extent permissible by applicable law. All other sections of the Agreements, either explicitly or by their nature, must remain in effect even after termination of the Agreements.

Miscellaneous

Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may bind the other in any way.

Injunctions. Each party agrees that breach of the provisions of Section’s Content Rights, Technology Restrictions or Non-Disclosure Obligations above would cause the injured irreparable injury for which monetary relief would not provide adequate compensation, and that in addition to any other remedies available, the injured will be entitled to preliminary, temporary, and permanent injunctive relief against such breach or threatened breach, without the necessity of proving actual damages.

Assignment & Successors. Neither party may assign this Agreement, except to the surviving party in a merger of that party into another entity or in the acquisition of all or substantially all the assets of the assigning party. Except as set forth in the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and assigns. Customer shall provide prompt written notice to Provider, clearly detailing the full billing and service contact information and an accurate Employee headcount for its successors and assigns.

Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Texas without reference to any principle of conflicts of law that would apply the substantive laws of another jurisdiction to the parties’ rights or duties. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Fort Worth, Texas.

Construction. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than in an explicit written waiver signed such party. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. In the event of any conflict between this Agreement and any Provider policy posted online, including without limitation the AUP or Privacy Policy (both as defined in Article 8), the terms of this Agreement will govern. This Agreement results from negotiations between the parties and shall not be construed against either party’s interest by reason of authorship. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.

Online Policies

Acceptable Use Policy (AUP). Customer shall comply with Talent Insights acceptable use policy (AUP) as outlined below. In the event of Customer’s material breach of the AUP, including without limitation copyright infringement and Users’ violations, Provider may suspend or terminate Customer’s access to the Service, in addition to such other remedies as Provider may have. Neither this Agreement nor the AUP requires that Provider take any action against Customer or any User or other third party for violating the AUP, but Provider is free to take any such action it sees fit.

Talent Insight’s service and MAP assessment results should be only one element of a comprehensive candidate evaluation process. It shall be the customer’s responsibility to become familiar with the Uniform Guidelines on Employee Selection Procedures (UGESP) to help avoid cultural bias and unfair discrimination and to make certain that only job-related selection techniques will be utilized in hiring job candidates. Provider’s Terms of Use (“ToU”) provide more detail on acceptable and unacceptable behaviors relating to the use of Provider’s service.

Unacceptable Use. Provider requires that all customers and other users of Provider’s Internet service (the “Service”) conduct themselves with respect for others. In particular, please observe the following rules in your use of the Service:

Abusive Behavior: Do not harass, threaten, or defame any person or entity. Do not contact any person who has requested no further contact. Do not use ethnic or religious slurs against any person or group.

Privacy: Do not violate the privacy rights of any person. Do not collect or disclose any personal address, social security number, or other personally identifiable information without each holder’s written permission. Do not cooperate in or facilitate identity theft.

Intellectual Property: Do not infringe upon the copyrights, trademark rights, trade secret rights, or other intellectual property rights of any person or entity. Do not reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder.

Hacking, Viruses, & Network Attacks: Do not access any computer or communications system without authorization, including the computers used to provide the Service. Do not attempt to penetrate or disable any security system. Do not intentionally distribute a computer virus, launch a denial of service attack, or in any other way attempt to interfere with the functioning of any computer, communications system, or website. Do not attempt to access or otherwise interfere with the accounts of other users of the Service.

Spam: Do not send bulk unsolicited e-mails (“Spam”) or sell or market any product or service advertised by or connected with Spam. Do not facilitate or cooperate in the dissemination of Spam in any way. Do not violate the CAN-Spam Act of 2003.

Fraud: Do not issue fraudulent offers to sell or buy products, services, or investments. Do not mislead anyone about the details or nature of a commercial transaction. Do not commit fraud in any other way.

Violations of Law: Do not violate any law or use Talent Insights’ website or services for any illegal purposes. Do not submit content that is illegal, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate.

Liable: Do not submit any content that contains lies, falsehoods or misrepresentations that could damage Talent Insights or any other user.

Consequences of Violation. Violation of this Acceptable Use Policy (this “AUP”) may lead to suspension or termination of the user’s account or legal action. In addition, the user may be required to pay for the costs of investigation and remedial action related to AUP violations. Provider reserves the right to take any other remedial action it sees fit.

Reporting Unacceptable Use. Provider requests that anyone with information about a violation of this AUP report it via an e-mail to the following address: Corporate [at] support@talentinsights.com, Subject: AUP Violations. Please provide the date and time (with time zone) of the violation and any identifying information regarding the violator, including e-mail or IP (internet protocol) address if available, as well as details of the violation.

Revision of AUP. Provider may change this AUP at any time by posting a new version on this page. The new version will become effective on the date of posting.

Privacy Policy. Provider’s privacy policy currently posted at https://www.talentinsights.com/privacy-policy/ (the “Privacy Policy”) applies only to the Service and does not apply to any third party website or service linked to the Service or recommended or referred to through the Service or by Provider’s staff.